


Marvel United!

by Cornholio4



Category: Marvel (Movies), Marvel Cinematic Universe, Punisher: War Zone, The Amazing Spider-Man (2012), The Avengers (2012), X-Men (Movies)
Genre: Action/Adventure, Gen
Language: English
Status: Completed
Published: 2013-08-07
Updated: 2013-09-15
Packaged: 2017-12-22 17:42:25
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 10
Words: 13,891
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/916161
Author URL: https://archiveofourown.org/users/Cornholio4/pseuds/Cornholio4
Summary: <blockquote class="userstuff">
              <p>Also on fanfiction.net</p><p>Loki has returned and has assembled his own army of villains so the Avengers must united along with the other heroes of the Earth! Crossover with the Avengers, X Men movie and the Amazing Spider-Man! Peter Parker/Kitty Pryde, Steve/Natasha and others.</p>
            </blockquote>





	1. Chapter 1

**This is a crossover between the Marvel Cinematic Universe, the X Men film series (loved the recent Wolverine film) and the Amazing Spider-Man. This takes place after X Men the Last Stand, the Avengers, before Iron Man 3 (I liked the film and I am one of the defenders of the big twist), and after TASM. I am also going for the Peter/Kitty pairing. Also this may mention something that happened in the second issue of the Thor Dark World prelude comic.**

In deep space on the home world of the Chitauri Empire their lord and master Thanos the Mad Titan was talking to his servant the Other.

"Lord Thanos I have been studying the Earth planet Loki failed to conquer and gathered information on the planet's so called heroes." Said the Other bowing to Thanos.

"What have you got for me?" asked Thanos sitting on his throne.

The Other then showed a projection of Planet Earth which showed the Avengers each fighting their own enemies and finishing with them fighting the Chitauri.

"We have of course seen the power of the group that calls themselves the Avengers that defeated our Chitauri and our former ally Loki." Said the Other.

Then it shows the X Men fighting Magneto, stopping William Stryker and having to defeat Magneto's Brotherhood and the Phoenix.

"Then there's the team that calls themselves the X Men made up of Earth's misfits called Mutants that seem determined to defend a world that fears and hates them." Said the Other.

Then it shows Spider-Man fighting the Lizard.

"Finally there's this human that calls himself Spider-Man that took on a creature the humans called the Lizard." finished the Other.

"What do you plan to do about these heroes?" Thanos asked.

"I think Loki can have a chance to redeem himself." The Other smirked "despite not having the Tesseract we can change things about in the Earth and Asgard with our powers!"

Loki was in his cell in Asgard but then found himself in some sort of facility. He realised he had his sceptre back and was back in his Asgardian armour. He then heard the Other speak to him "we are giving you another chance Loki, don't let us down! We are giving you a team of our own to conquer this planet and the Nine Realms!"

"We found him wandering about the Nine Realms thanks to the Tesseract and he was a Super Soldier and leader during Earth's 2nd World War: Johann Schmidt!" said the Other as Schmidt appeared in his black HYDRA uniform.

"I think I will call him Red Skull!" Loki muttered in a chuckle.

"This is a mutant who can prove to be a one human army: James Madrox!" the Other said as Madrox appeared in five duplicates that then merged with eachother into one.

"This one is an abomination that loves to fight: Emil Blonsky!" the Other said as Blonsky appeared and looked around.

"Just like the hulkish brute that knocked me out!" Loki muttered.

"This one is a criminal mercenary from what the earth called Japan that is immune to toxins and cause them herself: Viper!" as Viper appeared in the facility.

"and finally we found him in an asylum and despite being cured we can restore his powers: Dr Curt Connors!" Connors then appeared in his asylum prisoner uniform but then screamed as he then turned into the Lizard.

"Don't disappoint us again: Loki Laufeyson!" the Other's voice finally said to him.

Loki frowned at the mention of his birth name which Odin had called him before he was put in his cell.

"Welcome!" Loki greeted to assembled villains "my...Dark Avengers!"

**MARVEL UNITED!**

**What do you think?**


	2. Chapter 2

**Summary for the Chapter:**

> A new team is being assembled.

**3 Days later....**

 

In Asgard Odin All-Father was talking to his son Thor.

“Thor as you know Loki disappeared from his cell three days ago from what I believe to be the work of the Chitauri, I have seen that he is now back on Midgard so I ask that you bring him back once again!” Odin said addressing his biological son.

“Yes father!” Thor said bowing before going to the gatekeeper Heimdall who was operating the new Bifrost.

Odin was then approached by his wife Frigga. “When Loki returns you think we can try and help get him back to how he used to be?”Frigga asked her husband who then shook his head.

“The Loki we knew as our son died in the abyss, what remains is a creature that I cannot recognise.” Odin said looking at his wife with sadness in his eye.

“But-”

“I’m sorry Frigga but the one who know goes by Loki Laufeyson has to be contained!” Odin said with finality in his voice as he was growing tired.

“Odin you need to rest, you can’t keep fighting the Odinsleep like this!” Frigga said helping Odin 

**

Inside the Hellicarrier.

The S.H.I.E.L.D. director Nick Fury was talking to deputy director Maria Hill.

“Agent Hill what do you have?” asked Fury.

“In the last few days Director Fury sir we have had different superhuman reports” explained Hill “we have seen reports of bank robberies by Mutant criminals James Madrox and the one only known as Viper. We also got word that they were seen stealing from tech companies along with Blonsky and the Connors Lizard.”

“Wait Blonsky as in General Ross’s rogue super soldier turned abomination who from what i have been told had been locked up securely by the military?” asked Fury.

“Yes Sir!” confirmed Hill as Fury still looked annoyed.

“And Connors is out of the asylum and the Lizard again despite having been cured?” asked Fury, the incident between Spider-Man and the Lizard at Oscorp Tower happened and solved itself so fast that not even S.H.I.E.L.D. was able to get in involved in time.

“Somehow sir he did.............” Hill said as Thor appeared in the Hellicarrier holding Mjolnir.

“We are busy here Thor so what do you want?” Fury asked clearly annoyed.

“My brother Loki has escaped and I believe I may need your help in capturing him again Nicholas Fury!” said Thor.

“Loki is out again?” asked Fury realising something “when did this happen?”

“Three days ago” Thor clarified which helped confirm Fury’s theory.

“We have been having reports of different superhuman activity so I believe he may be behind it......” Fury said but was interrupted by a message from one of the monitors. The monitor showed Loki smiling.

“Yes I have been able to hack into your systems so I could give you this message Fury!” Loki said smiling “you have felt the sting of my team called the Dark Avengers and soon you all will fall: that goes you too Thor and your little friends!”

The message went dead. “So Loki is behind it!” Fury snarled. He then turned to Thor and said “Thor meet me at Stark’s tower, if Stark protests just tell him to shut up or knock him around with your hammer, anyway works fine!”

Thor nodded before going away. He then turned to agent Jasper Sitwell. “Sitwell get Barton, Romanoff and Captain Rogers to Stark Tower and my intel tells me Dr Banner is already living there!”

Sitwell nodded and left Fury then turned to Hill and said “Hill I think we may need more than the Avengers to deal with Loki and his new superhuman army so I want you to go to Xavier’s School and ask the X Men to come to Stark Tower!”

“Understood sir!” Hill said and she then asked “how about you sir?”

“I am going to recruit an arachnid!” Fury said before leaving.

**

In Loki’s new lair the Lizard was writing equations down on a chalkboard while Viper was standing next to him. “Once the world is ours I can continue my research in improving Human species!” the Lizard said thinking of the formulas he was writing down.

“I believe I can help you with that Dr Connors!” Viper said in a seductive tone of voice while Lizard just ignored her.

“I can’t wait till I get another shot at smashing Banner! I have waited over a year for this!” Blonsky yelled smashing cars around the facility they were using as the lair.

“You will all get your chance!” said Loki as he entered holding his sceptre. Schmidt who was sitting down came up to Loki.

“Loki god of Mischief and Lies.” Said Schmidt in an attempt at a formal tone of voice “you need my help, you have the technology and power of the gods while I am a superior man with the vision to change the world. You have the power to help create my vision so I think I should be the leader!”

Loki laughed as Schmidt attempted to take a punch before Loki blocked him and used his sceptre to put Schmidt to his knees.

“With the plan that I got, we all shall have power over Earth but know this I will be the leader and overall ruler and if you think that you can betray me you will be dealt with!” Loki said sternly as Schmidt got up grumbling.

Loki then turned to Madrox who was talking with five duplicates of himself and said “Madrox I have something I need you to do.......”

**

At Xavier academy there were many students and relations between humans and Mutants seemed to be at their best. It seemed Charles Xavier’s dream was coming true.

Logan and Storm were working together to run the school. Hank ”Beast” McCoy was also helping while not doing his duties as the US Ambassador to the United Nations.

On that day a knock was on the door and Storm answered the door with Logan behind him. There stood Maria Hill.

“Are you headmistress Munroe?” asked Maria Hill and Storm nodded “I am Agent Maria Hill of the Strategic Homeland Enforcement and Logistics Division!”

“So are you from the government?” Logan asked walking next to Storm.

Maria nodded and said “we need the X Men’s help!”

Logan and Storm looked alarmed. Behind them students and X Men members Bobby Drake and Kitty Pryde were in the hallway listening to this with interest. Their friend (and Bobby’s girlfriend) Rogue had left the school after taking the cure but still visited and the one known around the school as Colossus was taking a vacation to visit family.

**

Peter Parker had just got home to his Aunt’s house after school to see his Aunt May having tea with a man – who was Nick Fury.

“Peter, Nick Fury here wants to ask you about a job offer.” Said May as she poured sugar into Fury’s tea.

“Wait – Nick Fury as in the war hero?” Peter asked bewildered that a famous soldier wanted to see him.

“Why don’t we take this to your room Mr Parker” Fury said as he got up and followed Peter to his room.

As Fury sat down on Peter’s bed he asked “so Mr Parker.........or should I say Spider-Man?”

Peter let his shock not show then let out a fake laughed which as he saw on the serious look on Fury’s face didn’t fool him. “How did you find out?” asked Peter defeated.

“I have spies for me everywhere looking for vigilantes and possible recruits.” Fury explained smirking “since I don’t serve in the army anymore I work as the director of the international worldwide peacekeeping force the Strategic Homeland Enforcement and Logistics Division, or S.H.I.E.L.D. for short. We helped assemble the heroes that made up the Avengers?”

“You mean the heroes that stopped the Aliens in New York?” Peter asked remembering that the incident happened before he became Spider-Man.

“Precisely we found out who you were and stopped some unsavoury people from finding me.” Fury explained.

“What do you want from me?” Peter asked, realising this was not to give him a job offer, or at least a normal one.

“We need your help......” Fury said.

“With what? What’s at stake that you would need my help?” Peter asked thinking it would be something big. He was right.

“What’s at stake?” Fury asked getting up and was now towering over Peter “ quite possibly the fate of the world!!”


	3. Chapter 3

**Summary for the Chapter:**

> The team is gathered together.

In the S.H.I.E.L.D. car Fury had taken Peter to Stark Tower with his bag containing his equipment and Spider-Man outfit. Aunt May was told Peter would be gone to Oscorp Tower for a trial internship and would be staying over for a few days with S.H.I.E.L.D. making sure his school attendance record would not be touched. Peter looked up to the A on top of the tower in amazement and said “Woah! So this is one of the bases of Iron Man himself!“

Fury shook his head as he led Peter inside to the main hall where the Avengers and X Men (in their mission uniforms) were sitting down on chairs in front of a screen Hill had set up with the windows closed. “Okay Fury why did you call the team back here, why are these mutants’ teachers and students here, why is agent Hill bossing me about in my own tower and why done you bring that kid in here just now?”

“Patience Stark, I assure you everyone is here for a reason.” Fury said as Peter couldn’t believe he was in the same room as the Avengers themselves. He also recognised the X Men from that news report he saw of the incident on Alcatraz Island.

“Cute guy!” Kitty whispered to Storm pointing to Peter who then sat down on the chair between them. Kitty winked to Peter which he had missed.

Fury was now facing them. “Okay now before I say why I have gathered you all here I want to make sure we are all familiar with eachother!”

Then the screen showed a picture of the Avengers together. He said to the group “As you know these six Tony Stark Iron Man, Steve Rogers Captain America, Bruce Banner the Hulk, Thor and SHIELD agents Barton and Romanoff were in the Avengers Initiative that helped stop the Chitauri Invasion!”

“Yeah who doesn’t know who we are?” Tony asked while his teammates just rolled their eyes.

Then the screen showed the photos of each current member of the X Men. “Now Mutants are those born with the X-Gene which each gives them powers and the group that calls themselves the X Men fight for mutant rights and fight against mutant terrorists. The current members of the X Men are Logan aka the Wolverine, Ororo Munroe aka Storm, Hank McCoy and Robert “Bobby” Drake, Katherine “Kitty” Pryde.”

Logan snickered as everyone was now looking at the X Men. “Bubs!” Wolverine said in a low voice which caused Storm who heard it to glare at him.

“And Finally Peter Parker, I will let this footage speak for itself!” Fury said as the screen then showed footage from a spy camera of Peter walking in an alleyway when he saw armed robbers run out of a store. He then quickly went into a nearby alleyway. The footage switched to a different camera showing Peter taking off his jacket and trousers to reveal his Spider-Man outfit. He then took out his mask form his backpack and put it on. He then webbed his backpack to the wall and webs slang away.

Peter gulped as everyone turned to him with their mouths opened. “No way!” said Storm thinking this insect based vigilante would be older.

“You’re the Spider-Man that stopped the Lizard on Oscorp tower?” Tony asked in shock.

Kitty couldn’t believe it, she saw reports of Spider-Man on TV and thought the guy looked cute in that leotard costume and he turned out to be this cute guy who seemed to be about her age.

Fury then said “Mr Parker here was snooping around the labs at Oscorp when he got bit by a genetically altered spider which turned him into the hero known as Spider-Man and had gotten widespread fame for stopping what the media called the Lizard Incident!”

“Okay fury we now know everyone here now can you please tell us why are we here in my tower!” Tony asked getting impatient.

The screen then showed Loki and Fury started talking “this is Loki, brother of Thor and the god of Mischief and Lies, he was responsible for the Chitauri Invasion of New York and had been trapped in Asgard until he escaped three days ago as Thor let us know.”

“Okay so Loki is out but why is everyone here?” asked Tony “why not just assemble the Avengers again?”

“Because Stark it’s not just Loki we are dealing with now.” Responded Fury “he has assembled a team of his own that he calls the Dark Avengers!”

“Dark Avengers? LAME!!!” Tony shouted out.

“Captain Rogers please hit Stark on the head if he interrupts again......or if you just want to!” Fury said and Steve nodded while Tony grunted.

“Anyway we don’t know how many of these Dark Avengers he has but here are the profiles of the ones we know of!” Fury said as the screen then showed pictures of Madrox.

“James Madrox a mutant with the power to replicate himself, has been able to pull off multiple bank robberies in multiple locations at the same time, he had been a member of Magneto’s Brotherhood during the time the so called Mutant Cure had been created!” Fury said as screen switched over to pictures of Viper.

“Ophelia Sarkissian better known as Viper, a mutant with immunity to poisons and toxins and has chemist talents to create toxins. She is a wanted criminal in Japan and is a high ranking member of the Yakuza crime family.” Fury explained while Tony whistled...

“OW!” said Tony as he was then hit at the back of the head by Steve and everyone in the room laughed at that.

“Thank you for that Captain Rogers” Fury said as the screen now showed Blonsky and Bruce gasped in shock at it “a British royal marine recruited by the US Army to help track down Dr Banner here. He was injected with an experimental super soldier serum that had been scrapped before that left Blonsky crazy and wanting more power. He forced a friend of Dr Banner to inject him with Dr Banner’s Blood causing him to become a permanent abomination. He was defeated by Dr Banner in Hulk form and has been in custody of the US Army ever since....until of course Loki somehow managed to free him!”

“Wait so he has super soldier serum in him as well?” asked Steve.

“Yes but not quite the same as the one you were injected with Cap.” Clarified Natasha.

“And the final member of Loki’s Dark Avengers that we know off so far is Dr Curt Connors” said Fury as the screen showed pictures of Connors as a human and as a Lizard. It was Peter’s turn t gasp out loud as he had thought that Curt was cured and in custody.

“He was an Oscorp scientist working on cross-species genetics to re-grow his lost limb when he tested the formula on himself, it worked but it caused him to mutant in what the media called the Lizard. Mr Parker here helped stop his plot on Oscorp tower to mutate New York City. He had been cured and put in an asylum but somehow Loki has managed to not only free him but restore his mutation!” Fury said.

He turned off the screen and said “that’s all the Dark Avengers that we know off so far and I believe we may need all the help we can get! So who is in?”

“Loki is my responsibility so you have my answer!” said Thor.

“Reindeer Games is going down again! I’m in!” smirked Tony nodding.

“Sure, the other guy may need his exercise.” Said Bruce looking calm.

“My troop needs its leader so I am in as well.” Said Thor.

“We work for you anyway Fury so sure” said Clint and Natasha nodded as well.

“Dr Connors is my friend and I will make sure he has the help he needs and I will do what I can to stop this Loki from doing the same thing he did to New York.” Peter said.

Logan just shrugged, Hank nodded along with Bobby and Kitty while Storm said “I think since Mutants are involved in this as well the X Men may be needed!”

“Now that is settled we may need to wait before they strike...”

He then got a message on a communicator and faced the group again “I have got word that Viper and Madrox are breaking into a Stark Industries storage facility. We may need some of you still here just in case they stage another attack somewhere else at the same time, so any volunteers?”

“I’m in!” said Tony already having J.A.R.V.I.S. deploy his suit.

“I’m going to keep Stark out of Trouble.” Steve said already having his uniform on and he put up his mask and got his Shield.

“Anything to team up with Iron Man and Captain America” said Peter excitedly.

“I am in as well!” Kitty said excitedly, team with famous heroes was an opportunity of a lifetime.

“Be careful Kitty!” Storm told Kitty.

“Agent Sitwell drive the Quinjet with them to the coordinates that I have just sent”

“J.A.R.V.I.S. show Spider-Kid to a room where he can change.” Said Tony as he was finishing getting his armour on.

“At once sir!” said J.A.R.V.I.S.

Soon the five heroes were being led to a S.H.I.E.L.D. Quinjet on top of the tower that would take them to the Stark Industries facilities.

**

Already there was former CEO of Hammer Industries Justin Hammer who had managed to bribe the guards of the prison he was in into helping him escape. He was trying to hack into Stark’s company so he can use his technology in getting revenge.

He then found himself being lifted by the collar by Viper showing him her snake like tongue. “We might have some use for you should you help us here!” she said and was accompanied by the Madrox duplicates.


	4. Chapter 4

**Summary for the Chapter:**

> First Mission

In the Quinjet Tony was in his armour sitting down with the faceplate of his helmet up while Peter in his full costume was facing him on the other side looking excited.

“I can’t believe I am going to help save the world with 2 of the Avengers!” Peter said excitedly “by the way cool new armour Mr Stark.”

“Thanks kid” said Tony relaxing while Steve was sitting next to Sitwell in the driver’s seat “it’s my Mark XVII armour or the Heartbreaker Armour as I like to call it.”

Kitty was sitting next to Peter on the plane and she asked “it’s nice to meet you Spider-Man...”

“You can call me Spidey or Peter when I’m not in costume.” Peter said “and you are?”

“Kitty Pryde.” Kitty said with a blush due to the fact she was talking with her superhero crush.

“You have a hero name?” Peer asked curiously.

“Not really but I was thinking of Shadowcat.....” Kitty said trying to get over how nervous she was really.

“I like it!” Peter said making Kitty blush even more.

“So do you have a girlfriend?” asked Kitty before she berated herself for asking such a personal question.

Before Peter could answer Sitwell told them they had arrived at their destination.

**

One of the Madrox duplicates used a metal bar to pry open a crate which contained several glowing rocks. Then before them and Viper was Loki teleporting himself.

“Thank you Madrox and with the power of the Norn Stones.” Loki said looking at the rocks.

“Not so fast Reindeer Games, you and your henchmen stay away from my property and get out of my facility!” Tony said as he, Steve, Peter and Kitty were now in.

“The Solider and the Knight along with a bunch of children.” sneered Loki.

“Hammer?” asked Tony recognising his wannabe rival, Hammer only looked at the heroes and went to hide somewhere.

Then the groups began to attack eachother.

Peter and Kitty were teaming up against the Madrox Duplicates. Peter was knocking them out with his web shooting and agility while Kitty was phasing through them and knocking them from behind.

Steve was fighting with Loki and with the super soldier serum in his blood and the recent training he has been doing since the attack on New York he managed to match the sorcerer with the strength of a Frost Giant.

Viper was dodging the repulsor blasts from Tony and was firing back with a technological gun she had brought.

Loki had managed to knock Steve down and rushed to the crate and got the stones. “You got these Norn Stones after human archaeologists found them from the hiding place Carnilla had put them, hundreds of years ago.” Loki as the stones were now floating and circling Loki as he was now floating in the air “Now I will show you the power of the Norn Stones!”

With his Sceptre and now enhanced by the stones he sent a blast at Tony which was powerful enough to send Tony into a wall and cause this helmet, repulsors gloves of his armour and the chest piece to fall off.

Steve got up and looking at Loki threw his Shield at him, the shield hit the Stones causing them to fly off but Loki managed to catch one and Peter noticing this used his web to catch one before it flew off.

“You fools!” Loki yelled “thanks to you the Norn Stones are now scattered! Dark Avengers, retreat!”

Loki then disappeared with the Madrox duplicates, Viper and Justin who had gathered the fallen off pieces of the Heartbreaker Armor.

Steve after picking up his shield then went and helped Tony who still had his Arc reactor so he was still alive.

“I think we should go!” said Steve who went back to the Quinjet.

**

At Stark Tower Fury was examining the Norn Stone Peter brought back. “I know of the Norn Stones” said Thor “they were forged by Carnilla and are incredibly dangerous.”

“What do we do now?” asked Clint.

“We wait until we can track down the Norn Stones before the Dark Avengers can.” Fury answered.

Steve was talking to Natasha. “I hear that Viper is considered dangerous and beautiful by the males who have worked with her.” Natasha said.

“Wasn’t anything compared to you” Steve said and the normally stoic agent and former assassin actually blushed at the compliment from the displaced soldier.

Peter had changed out of his Spider-Man costume and was talking to Kitty. “You weren’t bad out there.” Peter complimented and Kitty smiled.

Meanwhile Logan was talking to Storm while Bobby and Hank were watching Peter and Kitty. “I think we need to talk to Parker about how he is with our student.”

**

In the Dark Avengers hideout Blonsky went to Loki and asked “why did you bring puny Hammer here?”

Loki turned and saw Viper and the Madrox Duplicates were constructing an armoured suit about twice the size of the Iron Man armour using stolen Stark plans, the pieces of technology the Dark Avengers had stolen in the previous days and the remaining parts of the Heartbreaker armour.

Justin himself was working on an Arc Reactor using the plans he got from Vanko when he was working for him.

“I think our team could use our own Iron Man.” Smiled Loki.


	5. Chapter 5

**Summary for the Chapter:**

> Norn Stones found

At Stark tower that afternoon Peter entered Tony’s workshop and saw him working on one of his suits. “Hey Mr Stark.” Peter said walking in nervously looking around in awe as he saw some of the suits used by the famous Armoured Avenger.

“You can call me Tony and it’s Peter right.” Tony said putting his goggles up as he looked at Peter and extended his hand which Peter accepted as a handshake.

“Sorry about the Heartbreaker armour as you called it....” Peter said trying to think of something to say.

“Eh don’t worry about it, I am working on my Mark XLII armour right now” said Tony with a wave of his hand.

“Wait, didn’t you say the Heartbreaker was Mark XVII?” asked Peter remembering what one of his heroes said on the plane.

“I work fast and I am working on a lot of these armours at the same time.” Clarified Tony “I need to be prepared for when the world needs Iron Man.”

Tony then noticed Peter’s web-shooters on his wrist and asked “what are these?”

“The web-shooters that I made to shoot my web.” Peter said as he found Tony taking them from him.

“What did you make these things wing?” asked Tony opening them up to look at the circuitry.

“Using parts I ordered from Oscorp” Peter explained while Tony just scoffed.

“Oscorp? No wonder it seems like a children’s toy..........if you can show me how you make the webbing I believe I can make these better.” Tony said as Peter took a pencil and notebook and wrote down the formula he uses for his webs.

Peter went to leave while Tony said “oh and by the way good work out there, I think there could be a spot on the Avengers for you!”

The world famous Tony Stark saying that sentence to Peter was quite possibly one of the greatest moments of his entire life. Peter managed to hide his excitement as he exited the room and came face to face with Kitty who was eavesdropping.

“Sorry...” Kitty said blushing as Peter just smiled at her.

“It’s alright and to answer your question on the plane, no I don’t.” Peter said as he as walked off with Kitty realising what question he meant.

**

That night in the Bradstreet Hotel in New York there were the dead bodies of several mobsters and criminals including the scarred mob boss Billy “the Beau” Russoti or Jigsaw as he rechristened himself along with his brother James or as he was nicknamed “Looney Bin Jim”.

Then one of the Norn Stones came flying through the window and landed on the body of Jigsaw. It restarting his heart and brain and clearing up the wounds in his body.

Jigsaw himself then opened his eyes.

**

The next morning in the Lobby Peter was sitting on a couch and also in the area was Steve reading a book on recent history with Natasha watching over him, Bruce who was reading a book on physics and Hank who was reading War and Peace while hanging from the ceiling. Then entered Tony who had two web-shooters in his hands. “Here you go!” Tony said giving them to Peter.

Peter noticed they seemed different from previously and they were no red and on each one there were dark blue text that read “WEB-SHOOTERS MARK II”.

“I modified them using my own tech and removed some of the inferior junk you got from Oscorp but it seemed your formula for the web was good enough to keep.” Said Tony with a smile as Peter put them on his wrists “I might be able to give you an internship from Stark Industries.”

Peter couldn’t believe those words, he was about to faint when Kitty caught him who had just phased through the wall.

“You can even join me and Bruce here in our science family.” Tony said which got Bruce’s attention.

“Our what Tony?” asked Bruce but before he could get an answer someone entered the room wearing what looked like the War Machine armour coloured to look like Captain America. The head plate went up to reveal Tony’s best friend James Rhodes.

“Rhodey............WHAT THE HELL DID YOU DO TO THE SUIT I GAVE YOU!” yelled Tony looking at what was the War Machine Mark II he made to replace the one he confiscated from Rhodes to turn back into the Iron Man Mark II armour.

“It was the president’s idea Tony.” Explained Rhodes “I had been working as War Machine for the army so the government would recognise your patent on your technology but since New York they needed a hero to give morale to the public. I am now going by Iron Patriot.”

“Iron Patriot?” asked Peter getting up “so the President turned you into a Captain America knock off so you can be their poster boy?”

“I want this kid as my son!” muttered Tony while Rhodey glared at Peter.

“It tested well in focus groups.” Rhodes said keeping his glare.

“I think the colours fit better on you Cap.” Natasha said to Steve in a flirty voice which didn’t suit the assassin.

“Who is this kid anyway Tony?” asked Rhodes.

“Rhodey meet Peter Parker or as most people call him Spider-Man.” Said Tony putting his hand on Peter’s shoulder.

“Wait this is the one who stopped the Lizard at Oscorp?” asked Rhodey amazed “oh and by the way Pepper is at your Malibu home wondering where you been yesterday.”

“I will phone Pepper later” Ton y said and then realising something “Rhodey what are you doing here anyway?”

“Nick Fury called me and said the world was in danger.” Rhodey explained as Fury entered.

“We need all the help we can get Stark and I gave Colonel Rhodes information on what we are dealing with.” Fury explained “and I need everyone in the debriefing room S.H.I.E.L.D. set up here.”

“Great so without permission or heads up you have set up base in my own building.” Muttered Tony as they went to the debriefing room they had set up.

**

With everyone seated Fury said “now I would like to welcome James Rhodes into our little group.”

Rhodes who had his helmet off waved at everyone.

“Now we have located three of the Norn Stones.” Said Fury “the found the signature of one in New York which unfortunately Doctor Connors in his Lizard State has found and has gone into Oscorp Tower.”

That statement certainly got Peter’s attention. “Doctor Connors.....” Peter muttered.

“We also found another one which is inside the Bradstreet Hotel which is the current resting place of the corpses of many of New York’s mobsters and criminals.” Said Fury “it seemed to have brought back the criminal leader Billy Russoti or Jigsaw as he called himself due to the scars on his face along with just about every criminal in the building.”

Almost everyone freaked out when they saw the photo of Jigsaw that Fury showed them. “Okay Parker, Pryde, Drake and Logan I want you to go to Oscorp Tower and get the Norn Stone from Connors while Rogers, Romanoff and Barton goes to Bradstreet and get the Norn Stone from Russoti! I have already sent for two Quinjets which are now here.”

The seven nodded and they went to get changed into their costumes and suits and then go into their respective Quinjets.

Soon after they left J.A.R.V.I.S. said over the intercom “sir the Tower is being invaded by Madrox Duplicates!”

Soon enough Madrox Duplicates began pouring into the room and Tony saw the window being destroyed by a repulsor blast.

He looked out and saw flying in the air was an armoured suit a little smaller than Obadiah Stane’s Iron Monger suit. The suit seemed to be made of the missing pieces of the Heartbreaker Armour and the coloured schemed mirrored the usual Iron Man armour expect the yellow was replaced by silver and the red was replaced by dark green.

“Missed me Stark?” the armour said in an all too familiar voice.

“Hammer!” grunted Tony.

**Notes for the Chapter:**

> Yeah I am bringing the canon of Punisher: War Zone into this as well which is a big guilty pleasure of mine.


	6. Chapter 6

**Summary for the Chapter:**

> Fight against Jigsaw.

**Notes for the Chapter:**

> Some shooting and violence in this chapter but nothing graphic. Also this and the next two chapters will be taking place at the same time.

Steve Rogers or Captain America in his costume, carrying his SHIELD and with his mask on went out of the Quinjet with Natasha Romanoff the Black Widow and Clint ‘Hawkeye’ Barton each wearing their black S.H.I.E.L.D. uniforms. They were now facing the entrance of the abandoned Bradstreet Hotel

They entered through the front door unknown to them a figure was watching from a window of a nearby building and then jumped through to the open window of the hotel.

They entered and saw that the place looked like no one had been in there for years, it looked like a haunted hotel movie (not that Steve would have known) and saw the place was crawling with zombie criminal and mobsters.

They went into action as Steve then began punching the undead mobsters and blocking them with his shield while Natasha was evading them and attacking them with her martial arts skills. Clint was shooting at them with his arrows.

“It’s like a Romero film!” Clint said while Natasha shook her head as she evaded more zombies and Steve did not know what Clint was talking about.

They spotted at the top of the staircase was a man with a five o clock shadow and in a black bodysuit. He then took out a gun and began shooting at the undead mobsters as well.  
“Remember him Clint?” asked Natasha to Clint as they noticed the man.

“He always evaded us when we tried to capture him.” Muttered Clint with anger in his voice.

Once they cleared the room of the zombies Steve decided to go up the stairways and saw the man began running away, Steve noticed the man had a skull on his bodysuit. Clint and Natasha caught up to him.

“Who is he, a S.H.I.E.L.D. agent?” Steve asked while Clint laughed humourlessly.

“That’s the Punisher!” Clint said shaking his head. Natasha decided to explain to clear up Steve’s confusion.

“He’s Frank Castle an ex-marine whose family got murdered when they witnessed a mob kill during a picnic five years ago.” Natasha decided to explain “He pretty much snapped and became a murderous vigilante calling himself the punisher tracking down criminals and mobsters and murdering them.”

“You can also bet he was the responsible for the deaths of all these zombies when they were criminals, as well as the reason Jigsaw’s face become like that!” Clint said while Steve then went ahead to catch up with Frank Castle.

Steve ran till he came to the end of a corridor looking around he didn’t notice someone getting the drop on him. He turned around and came face to face with the Punisher himself Frank Castle who was smirking.

“Care to show me what you got if you are here to arrest me?” Frank asked “do you have a name or should I just call you Mr America?”

“Maybe another time Mr Castle.” Steve said to the man who was almost the size of Thor “I am just here to get the Norn Stone.”

“What the F*** is a Norn Stone?” Frank asked in a serious and loud voice while Steve just frowned at his vulgarity.

“A seemingly magical stone which I think is in the hands of Jigsaw and brought him back to life.”

“I guess that would explain why he is alive along with the other B******s I knocked.” Frank said shaking his head “Well I guess I am on your side then for the moment as a fellow soldier of war.”

“Wait with a serial killer?” Steve asked while Frank just laughed out loud.

“You need to get with the current times Cap.” Frank said managing to stop laughing “How is me offing these monsters any different form you offing Nazis back in the war?”

Steve admitted to himself he had no way to refuse Frank’s statement.

“Fine then.” Steve muttered while Frank laughed.

“Maybe I can join your little super friends group later.” Frank said taking out an oddly familiar looking gun. They turned around and saw that Clint and Natasha were watching.

“Teaming up with the Punisher.” Clint laughed “Fury is so going to love this!”

The four then began going through the hotel before coming across some more zombie monsters which they began fighting. “Wait isn’t that a Chitauri weapon?” Natasha asked noticing the familiar weapon Frank was using.

“You mean from those aliens, yeah it is!” Frank explained “I offed some aliens who tried to get into my lair and I decided to take their weapons and make them work for me.”

“Fury will not be pleased when he finds out the Punisher now was alien tech!” Clint muttered as he was firing with his bow.

They soon came across a room where Jigsaw was with his brother Looney Bin Jim who he brought back.

“See you brought friends with you Castle!” Jigsaw said smirking while holding the Norn Stone “I will finally be able to kill you today!”

“Dream on I will kill you and Looney Bin Jim!” Frank declared while Jigsaw freaked out.

“HIS NAME IS JAMES!!!!!!” Jigsaw roared out loudly as Frank opened with at Jigsaw who managed to absorb the hits “I will kill you Castle and I will use the power of this rock to rule the New York crime world!”

“Not very ambitious, is he?” Clint muttered as he took out a zombie with one of his arrows.

“I will get that freak in the US flag colours.” LBJ said before he found himself knocked down. Steve saw standing next to the still zombified body of LBJ was his World War II nemesis Johann Schmidt in his black HYDRA uniform.

“Looks like you are here as well Rogers!” Schmidt said frowning at his allies’ counterpart.

“Schmidt!” Steve snarled, Schmidt was one of the few men he genuinely hated while Clint and Natasha were working on the zombies coming into the room.

He then saw Schmidt managed to take the Norn Stone from an unsuspecting Jigsaw and throw him to the ground. “Loki sent me here to get the Stone thought I thicken I will keep its power for myself!” Schmidt said with an evil smirk on his red skinned face.

“You are a member of the Dark Avengers as well?” Steve asked while Schmidt just nodded. Jigsaw tried to jump Schmidt when he was shot by Frank using his Chitauri weapon which sent Jigsaw flying out a window.

Steve and Schmidt began fighting with Schmidt managing to send Steve to the ground. “I will destroy you Captain and once I have all the Norn Stones the world will be mine!” Schmidt said as the Norn Stone in his hand began glowing.

“Here catch Cap!” said Frank as he took Steve’s shield and threw it at him. Steve used it to deflect the blast from the Norn Stone back to Schmidt which sent him to the ground.

Steve picked up the stone while Schmidt looked like he aged several decades with his size and muscle gone. “My strength is gone......” Schmidt said his ego unable to accept he was now weak “I feel as weak as I was before I took Erskine’s serum.....”

“Oh really?” Steve asked smirking as he then took Schmidt down out could with just one punch as the zombies then fell to the floor with the magic of the Norn Stones disappearing from them. Natasha took out a pair of handcuffs and cuffed Schmidt’s hands behind his back.

“I guess I will see you Avengers another time.” Frank said with a salute as he jumped out the window to the other building and disappeared before any of the three could even try to stop him.

Clint took his phone and began to call Fury. After he picked up Clint said on the phone “Fury we have the Norn Stone and one of Loki’s Dark Avengers who came to take the stone for himself!”

“Couldn’t have a picked a better time Barton!” Fury’s voice responded “we just managed to fight off an attack by the Dark Avengers and I just got word that the team from Oscorp are coming back.”

“We couldn’t have done it without the help of Cap’s new best friend the Punisher.” Clint said laughing as they began going back to the Quinjet with Schmidt.

“Well that’s good news...........wait what did you say Burton?” Fury voice thundered as Natasha and Steve were smiling at eachother.


	7. Chapter 7

**Summary for the Chapter:**

> Battle at Oscorp Tower.

Peter in full Spider-Man costume was looking at the window of the Quinjet to see the Oscorp tower in the distance where he would be sent along with three of the X-Men to face his friend Curt Connors again and save him from his Lizard persona, plus Gwen Stacy the closest thing he had to a best friend now was still working there for her internship. He was growing more nervous by the minute.

He then felt someone tapping on his should and turned to see the pretty Kitty Pryde sitting next to him with her hair in a ponytail and was wearing her black X-Men uniform. “You alright Peter?” asked Kitty remembering her new friend gave her the heads up to call him by his real name.

“Yeah....I’m fine.” Said Peter once he caught his breath “it’s just that I thought I saved Doctor Connors before only to be brought back by this Loki lunatic.........and my friend kind of works there.”

“Okay.” Kitty said shrugging “hey when this is all over do you think you can come and visit the Xavier Institute?”

“Sure.” Peter said noticing that the one called Logan was glaring at him with his three sharp silver claws extended from his hand while Bobby was smirking to himself while turning into his ice form.

Soon the Quinjet reached Oscorp and the four heroes exited and went through the entrance. Harry looked in awe as the place looked like how it was when he snuck in which lead to him getting his powers only the place was torn apart with broken monitors and machines everywhere, slime about and it reminded Peter of a horror movie.

“Who’s there?” asked a voice and they then saw an old man with glasses, white hair and a white moustache who was in a janitor’s outfit. “Oh it’s the X men and Spider-Man, I’m a big fan of you guys!” the man said in a cheerful tone of voice “I’m Stan the janitor; about half an hour ago Connors broke in and used some sort of rock to turn people into lizards.”

“You know where Connors is?” asked Logan straight to the point.

“Not sure but last I saw him he was chasing that that intern Gwen Stacy who was trying to fight the Lizard creatures he was creating.” Stan said which made Peter gasp “I had been trying to as many people outside to saftey as I can.”

“Thanks Stan we will take care of Connors.” Said Bobby as the four began going off.

“No problem heroes.” Waved Stan to the heroes “excelsior!”

Not spending a minute to question what Stan said they kept walking when they were ambushed by Lizard people. Peter took one by the wall and threw him to the wall where he webbed him up.

Bobby was encasing Lizards into ice while kitty was dodging them by phasing through them. Logan charged at one using his claws to slice through its claws which it grew back. “Be careful!” Peter shouted out at the indifferent Logan “remember these are just normal innocent people who are victims of the Norn Stone!”

After going through an army of Lizards they went into some sort of vault room with the metal vault doors open. Out of the one marked “14” came some sort of black ooze substance. Peter noticed too late as it came to him and attached himself covering his entire body. Peter now looked like he was wearing a completely black costume.

The three X Men stared at Peter as he began screaming as he had an urge to attack everyone which kept growing. He then leapt at Logan who tossed him aside. “What has gotten into you kid?” Logan asked incredulously.

“It must be that Black suit!” Kitty exclaimed as Peter got up and attacked Kitty and she phased through him.

Bobby then shot ice at Peter which seemed to stop him before he recovered and his mouth opened to reveal a set of what looked like fangs. “You have to fight whatever has happened to you kid.” Logan said as he began punching at Peter who began attacking Logan with an axe made out of the bits of the suit on his arm.

Then they began holding their heads as a sonic sound was heard and Peter began screaming as it seemed the sound forced itself off him and went down a vent hole. “You alright Peter?” Kitty asked worriedly after rushing to his side.

“I’m fine.” Peter said after catching his break who heard a chuckle.

“It seems your new X Men friends know your secret Peter.” Said a familiar voice and they all looked to see a blonde teenage girl in an Oscorp intern suit holding some sort of sonic device.

“Gwen!” Peter said relieved to see his friend safe and sound.

“I kind of guess you were put on some sort of superhero mission when your aunt told me you were taking an internship at Stark Industries.” Gwen said smiling “so you who I know was Spider-Man is asked to be an intern at the company ran by the billionaire armoured superhero, it doesn’t take a scientific prodigy to put two and two together Peter.” Gwen said going to Peter’s side.

“What was that thing?” Logan asked making Gwen sigh.

“It’s called ‘the Suit’ a prototype organic suit meant to cure cancer but it caused rage in the test subjects so it was locked away.” Gwen said “it is weak to loud sounds so we have these devices ready just in case the thing got loose, so Dr Connors is back as the Lizard somehow.”

“Well Gwen to explain things, Loki has somehow managed to turn Dr Connors into the Lizard again and formed a team called the Dark Avengers.” Peter explained “Stan the janitor said you were still in here.”

“Loki you mean the guy behind the alien invasion at New York?” Gwen asked and Peter nodded. Gwen then got out a tube with blue liquid in it and gave it to Peter.

“I began working on a new antidote once I managed to give the mutated Oscorp employees the slip. Connors is on the top floor to make a machine to spread his Lizard formula across New York again but it is guarded by his Lizard minions.”

“Thanks Gwen, stay safe.” Peter said as he got out with the others. Bobby tried to flirt with Gwen who just ignored him.

“Looks like she gave you the cold shoulder.” Laughed Kitty, Bobby was the only one not laughing at Kitty’s joke.

They soon got to the top level and after rebating the lizard guards they saw a large machine with tubes connection to it filled with green liquid, probably with the Lizard formula. Peter also saw the Norn stone floating above it and a countdown was happening with less than five minutes to go.

Peter felt his Spider Sense going off and dodged Connors who tried to jump at him in surprise.

“There is no reason to stop me Peter!” Connors said as Peter was dodging his attacks “I want to save the world, make everyone stronger! Join me and we can save the human species once we get rid of Loki!”

Logan launched himself at Connors’ neck which Connors through him off. Connors began fighting off Bobby, Kitty and Logan.

Connors noticed Peter was now crawling up the walls to the Norn Stone. He saw more of his Lizard henchmen and he commanded to them “take care of the X Men, I will go after Peter!”

The X Men members began taking out the Lizards coming into the room as Connors began crawling up the wall after Peter.

Connors managed to catch up to Peter as he was now on a plat form and Connors lunged at Peter which he managed to dodge. Connors managed to scratch at Peter’s mask tearing half of it off.

“Too stubborn for your own good, just like your father was Peter!” Connors laughed which ignited a spark and had pushed the right button when Peter went out a roar and managed to take Connors down and began punching at him.

He stopped after calming down and got up. He saw the countdown was down to half of a minute. He reacted too late as Connors took him down with his tail.

Peter then managed to take the cure and threw it at the Norn Stone. It then glowed as the countdown ended and the green liquid turned to blue.

A blue light then covered the whole tower spreading the cure to all of the Lizard people turning them to Human. The X Men stopped as the Lizards fell to the floor and became human.

Peter then looked at Connors’ now human again face. “Peter I am so sorry, I couldn’t control myself..........” Connors said once he realised where he was.

“It’s alright Dr Connors, I understand.” Peter said as he helped him up and web slinged him down as Gwen entered.

“Is everyone alright?” Peter asked and everyone nodded.

“Gwen can you call the ambulances to treat the people and arrange for me to go back to the asylum.” Dr Connors asked. Gwen nodded with a dark look on her face since she hadn’t forgotten this man pretty much murdered her father.

“Gwen we need to go, I promise I will give you the full story when we are done.” Peter said.

“No problem Peter.” Said Gwen “and one more thing, can you give my number to Thor........I think he’s kind of hot!”

Kitty laughed while Peter slapped his face.

**

“Are you alright?” Kitty asked Peter concerned once they were back on the Quinjet with the recovered Norn Stone.

“I am fine; I kind of heal after some time.” Peter responded with a smile.

“Just be glad that healing won’t allow you to be cursed with immortality, like me.” Logan muttered as Kitty seemed to be deliberately getting her hand close to Peter’s.

“Look at that!” Bobby said looking out the window, the heroes looked out and watched with open jaws at the state that Stark Tower was in.

**Notes for the Chapter:**

> Sorry if it’s not so long but I honest try to make them as long as I can. I think I may have a better shot next chapter with what I have planned. As the bit with the Suit is for a possible sequel.


	8. Chapter 8

**Summary for the Chapter:**

> Fight in Stark Tower

**Notes for the Chapter:**

> Yesterday I got Iron Man 3 on DVD (the second of the only two films I have ever decided to see in the cinemas twice......the first being Megamind if you are curious) and it has gave me inspiration for the sequel I have got planned!

Hammer then crashed through the window of the Stark Tower in his new giant suit as Rhodes still in the Iron Patriot Armour got the faceplate of his armour down and then began firing at the Madrox Duplicates.

Hank began attacking the Duplicates, Storm and Thor then began using lightning to fire at the Madrox Duplicates, fury then began directing the S.H.I.E.L.D. agents stationed there and Bruce then willingly hulked out in order to turn into the Green Monster known as the Hulk.

While this was happening no one noticed Viper sneaking into the tower. “I hope father is alright!” Thor was thinking as on the night he went back to Midgard to search for Loki he got a call from his mother telling him his father had fallen into the Odinsleep.

“Used my Heartbreaker armour to make your own knock off?” asked Tony staring into Hammer’s helmet.

“You can call me Titanium Man!” said Hammer smirking under his helmet as he began attacking Tony.

“Took you about half a minute to come up with that lame name Hammer?” asked Tony sarcastically.

“Hammer Industries was always looked down by your always more successful Stark Industries!” said Hammer as he kept attacking Tony “I would be on top of the weapons armours race if it wasn’t for your assistant getting me arrested at your Expo!”

“But now!” Hammer said “under the rule of Loki everyone will forget about Tony Stark the Iron Man and instead give their praise to Justin Hammer the Titanium Man! The Dark Avengers will be what the world will be talking about!”

Hammer then felt his armour being attacked by a missile and he turned around to see Rhodes. “Rhodey distract him while I get my armour!” Tony said as he got up and began running through the hall.

“Pity you had to be loyal to Stark, Rhodes or else you could have become my own Iron Man with the Variable Threat Response Battle Suit.” Hammer sneered as a rocket launcher came out of the shoulder of his armour and fired missiles as Rhodes who shrugged them off.

“Let me guess you’re worthless Ex-Wife Missiles?” asked Rhodey as Hammer then roared out in rage. But then he was side punched by the Hulk.

“You can’t stop me, my armour was made with Adamantium!” taunted Hammer “so to even you can crush it you big dumb green monster.”

“Hulk.......Not Monster.......” Hulk Roared out as he began punching at Hammer whose armour was managing to take the blows “Hulk.........AVENGER!!!!”

Hammer in his helmet’s display screen (which was like Tony’s but dark red instead of Blue) he began speaking to his own recently created A.I. which he installed in his new suit called Technovore. “Viper instead anti gamma radiated weapons in this suit, didn’t she Technovore?” asked Hammer.

“She did Mr Hammer, though nowhere near enough to destroy the Hulk but it should be enough to slow him down.” Said Technovore in a dark robotic voice (think Ultron from Avengers: EMH).

“Well activate it and get to work hacking Stark’s Computers, I want everything Stark has.” Hammer commanded.

“As you wish Sir!” Technovore said as Hammer blasted Hulk with several anti gamma radiation repulsor blasts which managed to knock him out.

“JARVIS is the Mark XLII ready?” Tony asked JARVIS as he reached the room where he kept his armours.

“Not yet sir though I must alert to you that Hammer has his own A.I. which is attempting to hack into your computers.” Jarvis replied.

“Well get the Mark XLI or Bones Armour ready and activate the hacking override and see if you can get into Hammer’s armour since he used pieces of the Heartbreaker for it.” Tony said walking to where the Bones armour is stored.

“You can’t stop me!” Hammer yelled as Hank tricked attacking him only for him to knock him into a wall.

“Let’s fight machine to machine Hammer!” Hammer heard and he turned around to see Tony.

“I will finally get to prove my technology is superior to yours!” Hammer yelled maniacally.

“Going to be hard to do since you had to steal my technology to get your worthless junk to accomplish anything!” Tony taunted enraging Hammer.

Hammer then began firing multiple repulsor blasts to Tony who was dodging them and Thor along with Storm began throwing lightning at them.

“Sir I have managed to hack into Hammer’s Titanium Man armour and he has his own A.I.” JARVIS said to Tony.

“Override the A.I. and gain control of the armour” Tony replied grinning.

“At Once!”

Then suddenly Hammer’s display screen began going fuzzy and Hammer became worried. “Technovore what is going on?” he asked as he had before thought his victory would be inevitable.

“TECHNOVORE!” Hammer shouted his voice full of worry and desperation.

Then the display screen became normal but turned to blue and JARVIS spoke to Hammer saying “I seem to have deleted your artificial intelligence Mr Hammer.”

“So it seems even your A.I. is cheap and worthless.” Tony taunted and Hammer realised his armour was still as a statue as no matter how he tired to move it, he couldn’t even make it budge.

“JARVIS shut down his Armour!” Tony then said as the display screen on Hammer’s helmet disappeared and so did the lights on the armour.

Thor and Storm then sent lightning at the armour which absorbed it and Hammer feeling it screamed out loud. Hank then ran to him and kicked the armour into a wall.

Then Hulk got up and then charged at the armour. He then got the arc reactor made for the suit and crushed it in his hands. He then lifted the waist and helmet off the suit to see a frazzled and beaten up looking Justin Hammer looked terrified at the creature he had insulted just minutes ago.

Hulk then lifted him out of the suit and began pounding him to the ground just like he had done to Loki months ago. “Puny Hammer.” Hulk said walking away from him.

Then the remaining Madrox duplicates began retreating with Viper smirking as she had held the Norn Stones that the heroes had.

“At least the Tower hasn’t suffered too much damage.” Tony muttered seeing that the damage hammer and Madrox had caused could be fixed up.

“I got Intel that Madrox Duplicates and Blonksy had managed to recover the remaining Norn Stones while we sent the X Men, Captain Rogers, Spider-Man, Barton and Romanoff off and we had to deal with this attack.” Fury grumbled “this attack by Hammer was a distraction so Viper could steal our Norn Stone and Loki could steal the remaining Stones.”

Soon the Quinjets returned the heroes had the situation explained to them. Schmidt and Hammer were taken into S.H.I.E.L.D. custody.

“So Cap you got to meet the Punisher?” asked Tony patting Steve on the back “invite him over and I could make a suit for him!”

“Stark the last thing this planet needs is the world’s most dangerous vigilante using one of your armours!” Fury thundered while Steve smacked Tony on the head causing Natasha to smile.

“I could make a suit for you.” Said Tony pointing to Peter who was calming down from what he went through with Kitty.

“No thanks Mr Stark I do fine with my powers.” Peter said.

“Call me Tony when you start your internship!” Tony said which caused Peter to gasp in excitement.

“Good job Kitty your crush is an Iron man fanboy.” Kitty muttered under her breath while Bobby was laughing and Logan was glaring at Peter.

“What could Loki want with the Norn Stones?” wondered Hank who was hanging from the ceiling when something came to Thor.

“My father has recently fallen into the Odinsleep.” Thor said and decided to elaborate “my father is so powerful that each year he must sleep to rejuvenate his powers making him vulnerable. With the Norn Stones he has he could strike against Asgard and take my father down!”

“I guess with the two Norn Stones we got we could work out a portal and I still have the machine Loki had Dr Selvig build so he could use the Tesseract to get the Chitauri into New York.” Tony said thinking.

“Looks like we have a lot of work to do gentlemen.” Fury said.

**

In the Dark Avengers base Viper and the Madrox duplicates had managed to create a machine like the one Selvig built. Loki faced his team smirking saying “soon we will invade Asgard and with Odin in the Odinsleep I will be able to use the Norn Stones to take the power of the Odinforce from him! With the Odinforce and the Norn Stones nothing will stop us from taking over Asgard, Midgard and the entire Nine Realms!”

Loki smirked even further thinking with the power of the Odinforce and the Norn Stones he will be able to take down Thanos and the Other when they eventually reach him.

**Notes for the Chapter:**

> The idea of using Technovore as Hammer’s A.I. came to me when I was watching the Avengers EMH episode Alone Against A.I.M. which I got from Itunes and Tony called Technovore an A.I.


	9. Chapter 9

**Summary for the Chapter:**

> The final battle draws closer.....

**Notes for the Chapter:**

> P.S. the new Spidey suit in this chapter is the one from the upcoming Amazing Spider-Man 2.

Few days later Nick Fury was in Stark Tower and was watching television news reports of the events of the last few days:

“There have been speculation that Stark tower owned by billionaire playboy and armoured superhero Tony Stark was under attacks. Eye witnesses claim that replicating mutant James Madrox was seen and we have got word that one of the masterminds former Hammer Industries CEO Justin Hammer has been taken into custody...”

“There were reports that at Oscorp Tower it was attacked by Dr Curt Connors a former Oscorp Scientist who’s also known as the monster called Lizard who had before somehow escaped form Beloit Physiatrist Hospital and had taken the Tower hostage infecting several Oscorp personnel. The attack was foiled, the infected were cured and Dr Connors has once again been taken into custody. Oscorp janitor and eyewitness Stan lee says that it is thanks to New York’s vigilante Spider-Man and the mutant team known as the X-Men that Connors’ plot had been foiled.....”

“There were reports that abandoned Bradstreet Hotel was haunted by what some eyewitnesses claim were zombies. There have been accounts that the situation was dealt with and some state they saw Avenger member Captain America and the wanted serial killer and vigilante Frank Castle also known as the Punisher were both seen in the area and were somehow responsible for the situation being dealt with.”

“Some speculate these three strange incidents are somehow connected and some believe that the heroes of the world are coming together. Gwen Stacy a Midtown High School student and Oscorp student who was revealed to have created the cure that helped Spider-Man stop the Lizard attack months ago who’s father police captain George Stacy was killed in the incident stated ‘we need heroes like Spider-Man, my father may have seen him as a criminal vigilante but he helps us when we need him.’”

“Midtown high school student and president of the Spider-Man fan club Eugene Thompson has stated ‘if these incidents are connected and the heroes are together, well of course they want Spidey in this! Both the Avengers and the X Men should be begging him to be in their teams’”

“Daily Bugle editor in chief, owner and founder J. Jonah Jameson has stated ‘we are better off without these vigilantes posing as heroes!’”

“”

Apart from them there were also news of attacks by the terrorist known as “the Mandarin”. Turning off the monitors he noticed Maria Hill was waiting for him. “Agent Hill what is the status of the Dark Avengers we have in custody?” Fury asked his deputy Director.

“Schmidt is in custody and it seems he is slowly becoming more like his human self although his skin is still in its red state.” Hill explained looking from her clipboard “and Hammer has survived his encounter with the Hulk but is in critical condition, the medical division of S.H.I.E.L.D. have said it will be months before he can recover enough to be formally brought up on charges.”

Then came Agent Jasper Sitwell who shouted to them “Sir Stark has said the portal is ready and the rest of the Avengers are there along with Colonel Rhodes, Spider-Man and the X Men.”

“Let’s go Hill!” Fury said as they walked to the top of the Tower where the heroes were there. Bruce was already in Hulk form, Rhodey in his full Iron Patriot suit, the X Men were all in uniform, Peter was in the new Spider-Man costume S.H.I.E.L.D. had designed for him to replace the one that was shredded during the Lizard attack few days ago, that had what looked like a red belt sewed in and white eye holes instead of yellow (that Fury had told him would be more resistant to damage and chemicals) and Tony was in his now operational Mark XLII.

The portal looked just like it did when Loki had Selvig use it to open up the portal for the Chitauri to invade Earth; it had been powered by the Norn Stones that now were worn safely in Thor’s belt.

“I fear Loki and his Dark Avengers are already there, there is little time to waste.” Thor said as the machine managed to open u pa portal to Asgard.

“Hey after we save Asgard can we have a victory party in Valhalla?” Tony asked as many months ago when he heard about Thor being on Earth he had J.A.R.V.IS. look up Norse mythology “I want to see what Asgardian alcohol tastes like”.

“No mortal could withstand Asgardian mead Howardson.” Thor said shaking his head.

“I will take that as a challenge!” Tony stated confidently while Steve and Natasha shook their heads.

“So Spidey how about you joining the X-Men even if you don’t have the X-Gene.” Bobby asked Peter. Peter then turned to Bobby’s X Men teammates.

“Can I smack him on the head?” Peter asked them and Logan nodded.

“If you don’t I will!” Kitty said and Peter then did just that. Then as the portal was ready all the Heroes then went through.

**

About an hour earlier Loki (in his full garb with horned helmet and cape) had managed to create a portal to Asgard with the Norn Stones.

“Let’s go my Dark Avengers, our victory starts now!” Loki commanded and his three remaining henchmen entered through the portal with the Norn Stones now circling Loki’s head endlessly.

They then appeared on the rainbow bridge of Asgard called the Bifrost. They were then greeted Heimdall the protector of the Bifrost along with the Asgardian army.

“Loki Laufeyson surrender now or we will be forced to take you and your accomplices down!” Heimdall commanded with his sword.

Loki just smiled and said “attack!”

then Madrox then duplicated himself and then the two Madrox’s duplicated them and this continued until Madrox had turned into an entire army. “Like the ability of my Multiple Man, Heimdall?” asked Loki smirking arrogantly at the shocked look on the faces of Heimdall and the Asgardian Army.

Then the army of Madrox’s along with Viper and Blonksy attacked the army. Every time cavalry would arrive for the Asgardians the Madrox’s would just keep multiplying.

Loki on the bridge saw Sif and the Warriors Three being kept down by several Madrox’s. “This has gone beyond mere trickery Loki; this is just plain evil now!” Sif shouted in Loki’s direction.

Loki just glared at her and facing her direction he sneered “I will deal with you later after I am done taking the Throne of Asgard for myself!”

He spotted Blonksy taking down several warriors at once and Viper was using a chemical she created specially to be used against Asgardians which Loki was able to help her with.

Smiling at the power of his henchmen Loki slowly walked to the palace where his ultimate prize waited for him.

Entering he let the Madrox army take out the guards before he continued. After some time he managed to reach the room where his foster father Odin Allfather would be resting in his Odinsleep.

He found himself facing his foster mother Frigga. “Loki please let us help you, we want to undo the damage that Thanos and the Chitauri has caused you!” Frigga begged Loki with pleading eyes.

With a tear of regret Loki used the Norn Stones to take her down whispering softly “sorry mother but I must do this, it is my destiny and my glorious purpose to which I am burdened with.”

He then picked up from the floor Odin’s spear Gungnir. He then faced the bed in which Odin laid and casted a spell with the Norn Stones.

Suddenly Odin looked visually startled as the energy that was pouring into him now left him and went into Loki.

Loki smirked as he felt the Odinforce enter him, it gave him the feeling that he was unstoppable and nothing could touch him.

With the Norn Stones circling him continuing to suck out the Odinforce Loki exited the room holding Gungnir. With a final glance at his stepfather he said “once the Norn Stones are done draining you of your power I will finish you off!”

He soon reached the throne room of Asgard and then sat down on the throne room smirking. “Once my Dark Avengers have finished taking over Asgard I will move onto Earth and then onto Jotunheim, Svartalfheim and then the rest of the Nine Realms and the universe. ” he said to himself feeling upmost triumph “I will be the lord and ruler of all that is! No one will be able to stop me: not Odin, not Malekith, not my brother Thor and especially not Thanos!”

**

Then the heroes had arrived at the Bifrost Bridge to see the Asgardian army struggling against the Madrox duplicates. “Not good odds.” Hulk said frowning which turned into a triumphant grin “they do not stand a chance!”

“Let’s go stop Loki!” Steve said raising his Shield to the air. Hank then noticed Thro was now holding the Norn Stones which were glowing.

“What are you doing Mr Odinson?” Hank asked curiously Thor just looked at him seriously.

“giving my brother a fair warning.” Thor said as he used the two Norn Stones to amplify his voice so the boom of his next sentence could be heard throughout Asgard. Indeed on the throne Loki startled for a second when he heard his brother’s loud booming voice:

LOKI!!!!! I WOULD HAVE WORDS WITH THEE!!!!!!!!!!!!!!!!!!!

**Notes for the Chapter:**

> Okay so maybe one more chapter with the final battle and aftermath plus a hook for my planned sequel!


	10. Chapter 10

**Summary for the Chapter:**

> Final battle, aftermath and sequel hook.

The heroes then charged at the Madrox army helping get them off the Asgardian warriors. Hulk was able to knock several out of the same time though Hank was not close behind with the record.

Steve and Natasha were working together to knock the Madrox’s out with hand to hand combat, Peter was slinging web at them and dodging them with his Spider Sense, Clint was firing arrows at the Madrox’s, Bobby was freezing the Madrox’s, Kitty was phasing through the Madrox’s and knocking them out, Thor and Storm were teaming up to take the Madrox’s out with lightning and Bobby was freezing the Madrox’s that came his way.

Tony and Rhodes were in the air firing repulsor blasts at the Madrox’s blast. Hulk manage to help get up Thor’s friend Volstagg who said “I am not sure where you came from ogre, but you have my gratitude!”

Another of Thor’s friends Hogunn when he got up and saw Bobby using his powers he said in confusion “is that mortal half-frost giant!”

When the Madrox’s in the area were down Thor faced his friends Sif and the Warriors Three. “Thor, Loki has managed to invade Asgard......” Sif started.

“I know, he has been on Midgard gathering an army of super powered mortals he calls the Dark Avengers and they have the majority of the Norn Stones.” Thor said cutting her off. The Asgardians looked horrified by what Thor said.

“The Norn Stones? No telling what damage Loki could do with them!” Volstagg exclaimed terrified.

“Don’t worry me the Avengers, X Men and the Man of Spiders will help stop Loki, you go around the area and help the citizens you can find.” Thor said and his Asgardian friends nodded before they left.  
Soon they saw the entrance of the palace guard by Viper and Blonsky. “Blonksy is mine!” Hulk said as he charged at Blonsky.

Peter then web slinged to Viper and then knocked her out with one punch. “That’s it?” Peter complained looking disappointed “That’s all it takes to beat her?”

“She’s a chemicist and although she’s a mutant she wasn’t much of a fighter.” Tony said having researched Viper before “and you have enhanced spider sense.”

“But still, a little anti climatic!” Peter whined still disappointed at the lack of fight Viper put in.

“Kid if you want a real battle let’s help Banner!” Logan said and Peter nodded. Hulk and Blonsky were trading punches. Blonsky managed to slam Hulk to the ground.

It seemed Viper wasn’t totally down as she got up and started attacking Kitty before Peter punched her again and used his web to tie her saying “stay away from my girlfriend!”

“Girlfriend?” said Kitty and Logan at once: Kitty said it with a smile on her face and Logan with anger on his. Peter just looked sheepish.

“You don’t deserve this power Banner!” Blonsky said as he continued to punch Hulk “I am stronger and better than you are!”

Then Hank launched himself at Blonsky’s beck as Logan charged and had his claws go through Blonksy’s thick skin.

He manage dot get them off as Peter managed to blind Blonsky by shooting web in his face and then Rhodes and Tony began firing Repulsor Blasts at him.

This was the distraction Hulk needed to get up and charged at Blonsky. Blonsky got the web off his face and now Hulk and him were in a test of strength battle. Blonsky had a smug smirk as he was overpowering Hulk which vanished as it became a tie and it became Hulk overpowering him.

Hulk managed to send Blonsky to the ground and began punching at Blonsky’s face. Hulk then stopped and said “Blonsky is done!”

“Let’s go stop my brother!” Thor said as the heroes charged into the palace. Loki was still on the throne clutching Gungnir as the Norn Stones floating above his head were feeding him the Odinforce.

He then saw the heroes entering with Thor saying “Loki the Dark Avengers have been defeated and you are next!”

“I will destroy you all!” Loki roared as he was floating in the air.

The armoured heroes were throwing repulsor blasts at Loki while Peter was throwing web at him along with the arrows Clint was shooting at Loki but they were doing nothing.

“That is all you can do?” Loki chortled as used a blast to shoot at Thor sending him to the ground. He then floated down to the ground. “I have been waiting for this my entire life Thor Odinson!” Loki gloated as he prepared Gungnir to kill his adopted brother.

While the heroes were throwing their blasts, arrows at Loki with no effect (although hulk was getting ready to jump at Loki) and web Steve noticed Mjolnir was lying on the ground and he began running to it.

Whoever shall hold this hammer......

Steve then held onto the handle..............

If he’d be worthy......

Steve then felt the power of the gods enter his arm as he began to lift the hammer..,........

Shall possess the power of Thor!!!!

Steve then felt the power of the God of Thunder in his arm as he held Thor’s hammer. “Is that the same hammer S.H.I.E.LD. Couldn’t even budge when they found it?” Clint asked surprised “how can Steve hold it!”

“Because he’s Captain America!” Peter said smiling as Steve ran towards Loki and punched him on the jaw using Mjolnir.

The effect caused Loki to drop to the floor with the Norn Stones going to the floor. Thor managed to get up and picked up all the Norn Stones and joined them with the two he had.

“Your Hammer Thor.” Steve said as he passed the Hammer to Thor who was wondering how his fellow Avenger could have held it.

“I have a plan, keep Loki busy!” Thor said as he ran to the room where his father slept. Loki picked up Gungnir again and shouted “I will complete the ritual after you are all dealt with, I have absorbed enough of the Odinforce to be able to destroy you all!”

Loki then managed to grow himself giant size and the heroes then began attacking him any way he could and avoid the blasts he was sending to them.

**

Thor came to his father’s resting room where Frigga who had gotten up was trying to help her husband.

“Thor I think Loki has taken your father’s power and I don’t know what to do!” exclaimed Frigga.

“Mother you think you can use the Norn Stones to reverse whatever Loki has done and heal father?” asked Thor giving his mother the Norn Stones.

“I can try!” replied Frigga as she began a spell and the Norn Stones began circling Odin and then his eye opened up.

**

Loki was getting irritated by the heroes and decided it was now time to kill him when he felt himself shrinking and found the Madrox duplicates disappearing until only the real James Madrox remained. He also felt the enormous power of the Odinforce leave him.

He felt Gugnir force itself out of his hands and into the hands of the glaring Odin rejuvenated by the Norn Stones standing with Thor as he laid weak due to the loss of the Odinforce.

Loki decided things couldn’t get much worse........... Was quickly proven wrong when Hulk charged in and decided he wanted another battle with Loki.

**

Two days later Fury was talking to his superiors in the World Security Council. “The Norn Stones are safely in Asgard and Loki is behind bars to face Asgardian Justice.” Fury said “Blonsky has been put in a special cell we designed for the Hulk, Madrox is in a special prison along with his old friends in the Brotherhood, Connors is back in Beloit and Schmidt along with Hammer and Sarkissian are in S.H.I.E.L.D. Custody.”

“We know Colonel Rhodes is still working for the government but what about the Avengers?” asked one of the councilmen.

“Bart is giving time off in his home with his wife Barbara with their children, Rogers and Romanoff are spending time together, Thor is back in Asgard and Banner and Stark are working together but Stark is spending most of his time catching up with Pepper Potts who has been worried about him.” Fury explained.

“What of the X Men?” asked a councilwoman.

“We have a special S.H.I.E.L.D. representative at the Xavier school and Logan has even agreed to do part time work as a S.H.I.E.L.D. black ops agent along in exchange for the Weapon X files we have on his past.” Fury explained again.

“What of the Spider-Man?” asked a councilman and Fury smiled.

“Mr Parker has decided to take up Stark’s offer of an internship and he has gone back to school.” Said Fury “we will let him get through his schoolwork before we ask him to do officially join us.”

“The world is slowly filling with these superheroes, are you sure S.H.I.E.L.D. can keep track of them?” asked a councilman.

“I am sure!” Fury said with a smile.

**

Peter returned home from school where he catched up with Gwen and everyone wanted to know what is was like being an intern at Iron Man’s company.

He entered the kitchen and found to his shock Kitty who was talking to his Aunt May. “Katherine here has told me she has met you and she seems like a nice girl.” Aunt May said giving Peter a hug.

“She is!” smiled Peter and Kitty smiled back.

**

General Thaddeus “Thunderbolt” Ross grumbled angrily as he left the senate meeting, they voted against his petition to have Banner rescinded of his government acquittal and put into his custody. These senators were gushing about the supposed Avenger and didn’t seem to realise Banner should be locked up.

He came across a man in a suit. “Hello General Ross.” The man said smiling “I am Aldrich Killian the CEO of Advanced Idea Mechanics and I have proposition for you......”

**Notes for the Chapter:**

> Sorry that this climax is not that epic but I have got a sequel planned which takes place after Iron Man 3. I am also working on a one-shot which takes place in the same universe called the Amazing Spider-Man: the Defenders. Glad to have this done and despite the lacklustre ending I hope you enjoyed it. Also if this had an end credits song i think it would be Jump from the Phineas and Ferb Mission Marvel special. Don’t worry the sequel will not have that big a cast as this one.


End file.
